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Companies House closing company down

I have a book-keeping client with a tiny one man band company that did very little last year. He has not asked me to do much except to deregister for VAT, and accounts are now overdue, as is the Annual return.

There is now a Proposal to Strike Off and client has told me he is quite happy with this. He has retained a pompous firm of accountants that he used when running a much larger organisation, and although I've asked him to authorise me to speak to them I am quite sure it will be as easy as pulling hens' teeth.

I was running a payroll for him up to the end of Dec 2012. He now wants a P45, which is easy to do. Does he still have to file a P35, or does this obligation die with the company? Sounds strange to me if it does. Will HMRC want to see accounts for the period concerned? I think he would owe a bit of CT.

My fees would be minimal for just doing the P35, but I need your help in deciding what to do. Sorry to interfere with the Xmas Party!!


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22nd Dec 2012 10:58

HMRC may step in and stop the striking off, in which case you continue as before. Why are CH proposing a strike off. I assume because he hasn't filed a/cs or Annual Return. 

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22nd Dec 2012 11:20

Thanks Bernard

Company only set up 18 mths ago, and never filed accounts /annual return, so this is why CH want to strike off. Client is honest type, but finds rules and regulations a drag and hasn't kept me informed. Always keen that I bill him and keen to pay.

He told me today he has closed bank account. He won't owe any PAYE but HMRC don't know that.

From what you say, it sounds as if I do nothing further for the time being.

I will make sure I remove myself as his payroll agent once company struck off and will save his data for 10 years as with everyone else.

I hate leaving things like this, so thank you Bernard for saving me worrying over Xmas.


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22nd Dec 2012 13:31

Striking Off

Scenario. Client A hadn't filed and CH took him to Court. Got fined and so had "criminal" record which interfered with his emigration plans to USA! (See Companies Act).

If HMRC objects to Striking Off, company remains active and the director remains responsible.

Assets belong to Crown after Striking Off. This is mostly "overlooked".

When Struck Off, company ceases to exist as if never regiastered.

Most Strikings Off are pretty straight forward and take three months. Objections can lengthen this by 6 months minimum.

Companies House are more active now in dealing with late ARs and Accounts.




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22nd Dec 2012 15:36

Useful to hear more about length of Time

Thanks John for putting flesh on the bones. The only objection could be HMRC, as no other creditors, but I'll bear in mind the 3 months bit so I can keep an eye on Cos House.

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26th Dec 2012 12:33

Directors NI record

Do not forget that if you do not file a P35 the Director's personal NI record will not show him as having been employed and that this my reduce his future benefit and pension rights.

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31st Dec 2012 14:55

Why not just file the P35 in April?

It would take all of a couple of minutes to do this with your payroll software, i.e. far less time than you have so far spent just asking about it! If you have already done his payroll and P45, the extra work is miniscule!


HMRC will still want CT returns, BTW.

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By Alf
02nd Jan 2013 10:36

Director could resign

Even if HMRC prevent the striking off, the director could resign so that he doesn't face the criminal charge possibility as mentioned by jiatbanus

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02nd Jan 2013 11:15

Alf's note:

Not so Alf or "everybody would do it"!. eg. Apply to Strike Off and simultaneously resign. Check out the Insolvency Act 1986.

Also; the Company has to have ONE Director. Companies Acts. Even then; his responsibility would be ongoing especially if HMRC decided to petition. 

All Directors should read the CA 2006 at least once. There are significant changes related to Directors.


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By Alf
02nd Jan 2013 11:35

Can you explain further

Can you tell me which part of the Insolvency Act you are referring to?

Re the company having to have a director, that is the company's responsibility not the director's.

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